PUBLIC SERVICE ENTERPRISE GROUP INC
For the period ended Apr 22, 2025. Filed Mar 13, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 22, 2025 · Filed Mar 13, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT OF PSEG
The Annual Meeting of Stockholders of Public Service Enterprise Group Incorporated (PSEG or Company) will be held on Tuesday, April 22, 2025, at 1:00 p.m. Eastern Time in a virtual-only format via live webcast on the Internet. You will not be able to attend the Annual Meeting in person. We designed the format of the virtual annual meeting to ensure that our stockholders who attend the virtual annual meeting will be afforded comparable rights and opportunities to participate as they would at anin-person meeting. Stockholders of record as of the close of business on February 21, 2025, will be able to attend, vote, and submit questions during the virtual meeting by registering at: www.virtualshareholdermeeting.com/PEG2025
| DATE April 22, 2025 at 1:00 P.M., Eastern Time VIRTUAL MEETING To attend the meeting register at: www.virtualshareholdermeeting.com/PEG2025 Scan this QR code to access the 2025 PSEG Proxy Statement and 2024 Annual Report on your mobile device RECORD DATE Stockholders entitled to vote at the Annual Meeting are the holders of common stock of record at the close of business on February 21, 2025 | You are encouraged to vote your shares in advance of the Annual Meeting for the following items: 1. Elect eleven members of the Board of Directors (Board) to hold office until the Annual Meeting of Stockholders in 2026, or until each Director’s respective successor is elected and qualified; 2. Approve on an advisory basis, our executive compensation; 3. Consider and act upon three management proposals to approve amendments to our Certificate of Incorporation and By-Laws to eliminate supermajority voting requirements; 4. Ratify the appointment of Deloitte & Touche LLP (Deloitte) as independent auditor for 2025; and 5. Transact any other business that is properly presented at the meeting. By order of the Board, Justin B. Incardone Secretary March 13, 2025 YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE PROMPTLY VOTE YOUR SHARES VIA THE INTERNET, BY TELEPHONE, OR FOR THOSE WHO REQUEST PAPER COPIES OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE PROXY CARD MAILED TO YOU. IF YOU HAVE MULTIPLE ACCOUNTS, YOU MAY RECEIVE MORE THAN ONE VOTING INSTRUCTION FORM AND RELATED MATERIALS. PLEASE VOTE EACH VOTING INSTRUCTION FORM THAT YOU RECEIVE. THANK YOU FOR VOTING. Voting Methods for Stockholders | ||
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| MAIL PROXY CARD Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 | |||
| INTERNET/MOBILE www.proxyvote.com | PHONE 1-800-690-6903 | ||
PLEASE VOTE ON THESE ITEMS
| PROPOSAL | |||||||
|---|---|---|---|---|---|---|---|
| 1 | Election ofDirectors | 2 | Advisory Vote on the Approval of Executive Compensation | 3 | Management Proposal to Eliminate Supermajority Voting Requirements | 4 | Ratification of the Appointment of Independent Auditor |
To Submit Proposals for the 2026 Annual Meeting
| FINAL DATE November 7, 2025 (last day for receipt by us) | CONTACT Office of the Corporate Secretary PSEG 80 Park Plaza, T4B Newark, NJ 07102 |
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Once again, we are pleased this year to help protect the environment and save costs by using the “Notice and Access” method of delivery of proxy materials. Instead of receiving paper copies of our proxy materials in the mail, shareholders will receive a Notice of Internet Availability of Proxy Materials (Notice), which provides an Internet website address where shareholders can access electronic copies of the proxy materials and vote. The website also has instructions for voting by phone and requesting paper ore-mail copies of the proxy materials and proxy card.
If your shares are held by a bank, broker or other holder of record (sometimes referred to as holding shares “in street name”), including those in the various stockholder and employee plans that we offer, please follow the voting instructions from your bank, broker or plan administrator. For more information, see page 82.
The approximate date on which a Notice, this Proxy Statement, and the accompanying proxy card were first sent or given to security holders and made available electronically via the Internet was March 13, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 22, 2025.
The 2025 Proxy Statement and our 2024 Annual Report to Stockholders are available atpseg.com/annualmeeting
Future Electronic Delivery You can help the environment and us by choosing to receive future proxy statements and related documents such as the Annual Report and Form 10-K by electronic delivery. You may sign up for future electronic delivery at the website below, depending on the nature of your ownership. Please note that these are not the same sites to use for voting. For further information about how to vote, see the Notice of Annual Meeting of Stockholders and page 82. • If you are a stockholder of record, please go to enroll.icsdelivery.com/peg • For shares held in Employee Benefit Plans, please go to enroll.icsdelivery.com/peg • If your shares are held by a bank or broker, please go to enroll.icsdelivery.com/peg
PSEG 2025 Proxy Statementi
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| Proposal 1: ELECTION OF DIRECTORS | 8 |
| OVERVIEW OF BOARD NOMINEES | 8 |
| Diversity of Skills, Qualifications and Experience | 8 |
| Gender, Racial and Ethnic Diversity | 10 |
| Board Independence | 10 |
| Board Refreshment and Tenure | 11 |
| Board Membership Selection | 12 |
| Board Selection Criteria and Qualifications | 12 |
| NOMINEES FOR DIRECTOR | 12 |
| Biographical Information | 13 |
| CORPORATE GOVERNANCE | 19 |
| Role of the Board | 19 |
| Board Leadership Structure | 19 |
| The Role of Our Lead Independent Director | 19 |
| Our Corporate Governance Principles | 19 |
| Board and Committee Self-Assessment Process | 20 |
| Director Education and Orientation | 20 |
| Board and Committee Meetings and Attendance | 21 |
| Outside Time Commitments | 21 |
| Board Committees | 21 |
| Integrated Approach to Shareholder Engagement | 25 |
| Board and Committee Oversight of Risk Management | 26 |
| Board Oversight of Cybersecurity | 27 |
| Our Approach to Sustainability | 28 |
| Our Sustainable Priorities | 28 |
| Our People | 29 |
| Our Governance Priorities | 32 |
| Certain Relationships and Related Person Transactions | 34 |
| Conflicts of Interest | 34 |
| SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS | 35 |
| DIRECTOR COMPENSATION | 36 |
| How Our Directors Are Compensated | 37 |
| Proposal 2: ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION | 39 |
| EXECUTIVE COMPENSATION SUMMARY | 40 |
| 2024 Named Executive Officers | 40 |
| 2024 Company Performance Overview | 41 |
| Executive Compensation Philosophy and Pay for Performance | 42 |
| EXECUTIVE COMPENSATION | 43 |
| Say-On-Pay and Shareholder Engagement | 43 |
| Executive Compensation Best Practices | 43 |
| Peer Comparison and Benchmarking | 44 |
| How We Compensate Our Executives | 45 |
|---|---|
| Our Compensation Elements Explained | 46 |
| Executive Compensation Governance Features and Controls | 51 |
| Accounting and Tax Implications | 53 |
| Compensation Committee Interlocks and Insider Participation | 53 |
| COMPENSATION COMMITTEE REPORT | 53 |
| EXECUTIVE COMPENSATION TABLES | 54 |
| 2024 Summary Compensation Table | 54 |
| 2024 Grants of Plan-Based Awards Table | 56 |
| Material Factors Concerning Awards Shown in Summary Compensation Table, Grants of Plan-Based Awards Table | 57 |
| Outstanding Equity Awards at Year-End December 31, 2024 Table | 58 |
| Option Exercises and Stock Vested During 2024 Table | 60 |
| 2024 Pension Benefits Table | 61 |
| Qualified and Non-Qualified Pension Plans | 62 |
| 2024 Non-Qualified Deferred Compensation Table | 64 |
| Deferred Compensation | 64 |
| POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE-IN-CONTROL | 66 |
| Retirement Vesting | 66 |
| Termination without Cause | 66 |
| Change-In-Control | 67 |
| PAY RATIO | 68 |
| PAY VERSUS PERFORMANCE | 69 |
| Discussion and Analysis | 71 |
| Proposal 3: MANAGEMENT PROPOSAL TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS | 74 |
| Proposal 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR | 76 |
| OVERSIGHT OF THE INDEPENDENT AUDITOR | 77 |
| Pre-Approval of Services | 77 |
| Fees Billed by Deloitte for 2024 and 2023 | 77 |
| AUDIT COMMITTEE REPORT | 78 |
| ANNUAL MEETING, VOTING AND PROCEDURES | 79 |
| APPENDIX A: OPERATING EARNINGS (Non-GAAP) RECONCILIATIONS | A-1 |
| APPENDIX B: PROPOSED AMENDMENTS TO CERTIFICATE OF INCORPORATION | B-1 |
| APPENDIX C: PROPOSED AMENDMENTS TO BY-LAWS | C-1 |
| APPENDIX D: RESTATED CERTIFICATE OF INCORPORATION | D-1 |
ii PSEG 2025 Proxy Statement
Forward-Looking Statements
Forward-Looking Statements
The statements contained in this Proxy Statement that are not purely historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such statements are based on management’s beliefs as well as assumptions made by and information currently available to management. When used herein, the words “anticipate,” “intend,” “estimate,” “believe,” “expect,” “plan,” “should,” “hypothetical,” “potential,” “forecast,” “project,” and variations of such words and similar expressions are intended to identify forward-looking statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Other factors that may cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are discussed in filings we make with the Securities and Exchange Commission (SEC), including our 2024 Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the SEC, and available on our website: investor.pseg.com. All of the forward-looking statements made in this Proxy Statement are qualified by these cautionary statements and we cannot assure you that the results or developments anticipated by management will be realized, or even if realized, will have the expected consequences to, or effects on, us or our business, prospects, financial condition, results of operations or cash flows. Readers are cautioned not to place undue reliance on these forward-looking statements in making any investment decision. Forward-looking statements made in this Proxy Statement apply only as of the date hereof. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even in light of new information or future events, unless otherwise required by applicable securities laws. Information on our website should not be deemed incorporated into, or a part of, this Proxy Statement.
From time to time, PSEG and Public Service Electric and Gas Company (PSE&G) release important information via postings on their corporate Investor Relations website atinvestor.pseg.com. Investors and other interested parties are encouraged to visit the Investor Relations website to review new postings. You can sign up for automatic email alerts regarding new postings at the bottom of the webpage atinvestor.pseg.com or by navigating to the Email Alerts webpage investor.pseg.com/resources/email-alerts/default.aspx. Information oninvestor.pseg.com andinvestor.pseg.com/resources/email-alerts/default.aspx is not and shall not be deemed to be incorporated herein and is not part of this Proxy Statement.
PSEG 2025 Proxy Statementiii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.